Independent
Tenure on this board
0.2 yrs
7 nominees · 3 ballot items.
Election of seven directors; advisory (non-binding) vote to approve named executive officer compensation (Say-on-Pay); and ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm.
Elect seven directors (G. Staley Cates, Marcy Engel, Annette Franqui, Jay C. Horgen, Félix V. Matos Rodríguez, Tracy P. Palandjian, and Loren M. Starr) to serve until the 2027 Annual Meeting and until their successors are duly elected and qualified.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s executive compensation disclosure and the design of its pay program for named executive officers. Management seeks shareholder approval to validate its compensation framework, which the Compensation Committee designed to align pay with AMG’s long-term strategy of partnering with independent investment firms and to reward performance on a formulaic scorecard of financial, TSR, and strategic metrics. The program emphasizes a majority of equity-based incentives, significant performance-based long-term awards tied to Average ROE and multi-year EEPS targets, peer-relative benchmarking for target payouts, and pre-set caps to limit excessive payouts. Management cites strong historical shareholder support (97% votes in recent years) and extensive shareholder engagement as context for seeking continued endorsement. The Board also notes governance safeguards—caps on total compensation, equity ownership and holding policies, clawback provisions, and independent consultant review—to mitigate risk and align interests with shareholders. Approval would be advisory only and would not be binding; however, the Board commits to considering the vote outcome in future compensation decisions. The Board recommends a FOR vote on the basis that the program rewards long-term value creation, ties a substantial portion of pay to rigorous, pre-established performance measures, and has delivered strong shareholder-aligned outcomes. In evaluating the proposal, investors should weigh the program’s heavy reliance on performance-based equity and its multi-year metrics against potential concerns about pay quantum, the effectiveness of caps and clawbacks, and the adequacy of peer benchmarking in the context of AMG’s evolving business mix. Overall, the proposal represents management’s request for shareholder endorsement of its formulaic, metrics-driven compensation approach and its governance measures intended to limit excess risk-taking and reinforce long-term alignment.
Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP (PwC) as the Company’s independent registered public accounting firm for the current fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 6.0% | 1,571,896 | $435M |
| 2 | MORGAN STANLEY | 5.3% | 1,408,104 | $390M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.1% | 1,359,793 | $376M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 1,174,746 | $325M |
| 5 | ARIEL INVESTMENTS, LLC | 3.8% | 1,010,724 | $280M |
| 6 | STATE STREET CORP | 3.5% | 926,733 | $256M |
| 7 | Boston Partners | 3.4% | 904,763 | $250M |
| 8 | BlackRock, Inc. | 3.0% | 803,884 | $222M |
| 9 | FULLER THALER ASSET MANAGEMENT, INC. | 2.9% | 760,213 | $210M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 2.4% | 625,606 | $173M |
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